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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MCDERMOTT EDWARD H 591 REDWOOD HIGHWAY , SUITE 3215 MILL VALLEY, CA 94941 |
X | |||
| Edward & Elizabeth McDermott Trust 591 REDWOOD HIGHWAY SUITE 3215 MILL VALLEY, CA 94941 |
X | |||
| SCULLY JOHN H 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY, CA 94941 |
X | |||
| JOHN H SCULLY LIVING TRUST 591 REDWOOD HIGHWAY , SUITE 3215 MILL VALLEY, CA 94941 |
X | |||
| WEINBERG ELI J 591 REDWOOD HIGHWAY , SUITE 3215 MILL VALLEY, CA 94941 |
X | |||
| Kim M. Silva, Attorney-in-fact | 05/01/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This form is being filed as part of an internal restructuring that occurred on April 30, 2015 in which Edward H. McDermott ("EHM") ceased to be, for purposes of Section 13D of the Securities and Exchange Act of 1934, a controlling person of SPO Advisory Corp. ("SPO Corp."), which also involved the Edward & Elizabeth McDermott Trust ("EHM Trust"), the John H. Scully Living Trust ("JHS Trust"), and Eli J. Weinberg ("EJW"). Following the transaction which caused this filing, EHM directly owns 13,000 shares of the Issuer's common stock. These shares are no longer included in the SPO filing group. |
| (2) | Additionally, following the transaction which caused this filing 19,066,100 shares of the issuer's common stock are owned directly by SPO Partners II, L.P. ("SPO Partners") and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Corp., the sole general partner of SPO Advisory, and (iii) John H. Scully ("JHS") and EJW, the two controlling persons of SPO Corp. Additionally 1,308,400 shares are owned directly by San Francisco Partners, L.P. ("SF Partners"), and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS and EJW, the two controlling persons of SPO Corp. |
| (3) | Additionally, following the transaction which caused this filing, Phoebe Snow Foundation ("PSF") owns 198,600 shares of the Issuer's common stock and Scully Memorial Foundation ("SMF") owns 698,000 shares of the Issuer's common stock. These shares may be deemed to be beneficially owned by JHS solely in his capacity as a controlling person, director and executive officer of PSF and SMF, respectively. Additionally, 1,842 shares are owned directly by Ian R. McGuire. |
| (4) | A portion of the shares involved in the transaction causing this filing is a transaction that is matchable under section 16(b) of the Securities Exchange Act of 1934. The matchable shares represent less than 0.01% of the outstanding shares held by the reporting persons and are matchable as a result of an internal restructuring that amounted to an indirect sale. A reporting person included in the filing is disgorging the deemed profits from this transaction to the issuer from the sale of these shares. |
| Remarks: The individuals and entities listed in the Notes above may be deemed to form a "group", as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934. This filing shall not be deemed as an admission by the Reporting Person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest, if any, therein. | |